Terms & Conditions

ZERPLY, INC.

TERMS OF SERVICE

Welcome to zerply.com (the “Website”), provided to you by Zerply, Inc. (“Website”). The Website is an online platform (the “Service” or “Services”) through which users (“Users”) can use the Services to create, collate and display multiple online public profiles into one single professional public profile.

BY DOWNLOADING, ACCESSING OR USING ANY PART OF THE WEBSITE, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE AGREEMENT (THE “AGREEMENT”). IF YOU VISIT THE WEBSITE OR REGISTER FOR AN ACCOUNT THROUGH THE WEBSITE (A “ZERPLY ACCOUNT”), YOU EXPRESSLY ACCEPT THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS OF USE, YOU DO NOT HAVE OUR AUTHORIZATION TO ANY OF THE SERVICES; AND YOU MAY NOT ACCESS OR USE ANY PORTION OF THE WEBSITE.

ZERPLY MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATION SHALL BE EFFECTIVE IMMEDIATELY UPON EITHER POSTING OF THE MODIFIED AGREEMENT OR NOTIFYING YOU. YOU AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO ENSURE THAT YOU ARE AWARE OF ANY MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF THE WEBSITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. SERVICE TERMS AND LIMITATIONS

1.1 Description.

1.1.1 Intellectual Property. 1.1.1 Intellectual Property. The Website provides a platform where Users can create, collate and display multiple online public profiles into one single professional public profile. The Service and Website is proprietary to Zerply and is protected by intellectual property laws and international intellectual property treaties. Your access to the Service is licensed and not sold. Any and all content, documentation, text, software, photos, video, graphics, and music, sound or other multimedia files created and produced by Zerply and found on the Website (collectively, “Content”) is the sole property of Zerply or its content suppliers. The entire contents of the Website are copyrighted as a collective work under the laws of United States and other copyright laws. As between the parties, title, ownership rights, and intellectual property rights in and to the Website and the Content, and any copies or portions thereof, shall remain in Zerply and/or its content providers.

1.1.2 License. Subject to your agreement to the terms of this Agreement, Zerply agrees to provide you with (a) a personal, non-transferable and non-exclusive Zerply Account enabling you to access and use the Service; (b) a limited, non-transferable and non-exclusive license to use the Content necessary to access, explore and otherwise use the Website in real time and to use the Contents in a manner consistent with paragraphs 3 (On-Line Communications) and 11(Copyright) below; and (c) you may display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the material from the different areas of the Website solely for your own non-commercial use, unless otherwise permitted. Although Zerply does not currently charge a fee for the use of the Service, in the event that Zerply does require a fee for the use of the Service, the terms of this Section 1.1.2 will be subject to and conditioned upon the timely payment of any such fees. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited withoutthe express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from the Website. You may not use any Zerply logo or any other proprietary graphic or trademark without Zerply’s express written permission.

1.2 Users.

1.2.1 Zerply Account. In consideration of your use of the Services, you represent and understand that in order to access the Service you will be required to register for a Zerply Account. You agree to: (a) provide true, accurate, current and complete information about yourself when registering for a Zerply Account, and (b) maintain and promptly update your Zerply Account to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Zerply has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Zerply has the right to suspend or terminate your Zerply Account and refuse any and all current or future use of the Services (or any portion thereof). You acknowledge and agree that Zerply may, at its sole discretion and at any time, reserve or disallow the use of certain usernames. In the event that you have chosen a username that is subsequently used by Zerply, you agree that Zerply may change your username; provided, however, that Zerply shall provide you with prior notice of such change and provide you with instructions on changing your username.

1.2.2 User Representations. You represent and warrant to Zerply that: (a) you are over the age of eighteen (18) and have the power and authority to enter into this Agreement; (b) all information provided by you to Zerply is truthful, accurate and complete; (c) you shall comply with all terms and conditions of this Agreement; and (d) you have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address and telephone number. In the event that Zerply requires a fee for the use of the Service, you represent and warrant to Zerply that you are the authorized signatory of the credit or charge card provided to Zerply to pay any such fees.

1.2.3 Users Ages 13 to 17. IF YOU ARE BETWEEN THE AGES OF 13 AND 17 (A “MINOR USER”), YOU MAY USE THE WEBSITE ONLY IN CONJUNCTION WITH YOUR PARENT'S OR GUARDIAN'S CONSENT, AND YOU MAY NOT PROVIDE OR SUBMIT ANY PERSONAL INFORMATION. Zerply is concerned about the safety and privacy of all its Users, particularly children. For this reason, Users who wish to allow Minor Users access to the Services must create a Zerply Account on behalf of such Minor User. When you create a Zerply Account for the Minor User, (a) you certify that you are at least 18 years old; (b) you are authorized to create a Zerply Account on behalf of, and authorized to allow access of the Services and Website to such Minor User; and (c) you hereby consent to such Minor User’s access to the Services and the Website. Please remember that the Website and Services is designed to appeal to a broad audience. Accordingly, it is your responsibility to determine whether any of the Services areas and/or Content are appropriate for the Minor User. Each Minor User who accesses the Website and/or the Services hereby understands and agrees to abide by all terms of this Agreement.

1.3 Fees. Currently, individual Users may create a Zerply Account for free. However, in the future, Zerply may charge a subscription fee (the “Fees”) for the use of certain aspects or all of the Services. Zerply expressly reserves the right to change the Fees at any time, upon notice to you. By registering for a Zerply Account, you agree to pay Zerply the Fees for the Service applicable to the account level chosen.

1.4 User's Agreement; Restrictions. (a) You agree to: (i) maintain the security of your User identification, password and other confidential information relating to your Zerply Account; (ii) be solely responsible for the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service; (iii) be responsible for all charges resulting from use of your Zerply Account, including unauthorized use prior to your notifying Zerply in writing of such use and taking steps to prevent its further occurrence by changing your password; (iv) comply with the terms and conditions set forth herein; and (v) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Services or the Website. (b) You may not, directly or indirectly, (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), create derivative works based on the Content; (ii) copy the Content or engage in any other acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written permission of Zerply and the copyright owner; (iii) distribute (except for the purposes set forth above), rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Content, in whole or in part; or (iv) remove any proprietary notices or labels on the Content.

1.5 Accessibility. You acknowledge and agree that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which Zerply may undertake from time to time; or (c) causes beyond the control of Zerply or which are not reasonably foreseeable by Zerply.

2. DISCLAIMER

2.1 Disclaimer of Warranties. CONTENT ON OR AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY, EXPRESS OR IMPLIED. ZERPLY HEREBY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE WITH RESPECT TO THE SERVICE OR THE CONTENT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT. ZERPLY MAKE NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE SERVICE. ZERPLY CANNOT AND DOES NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. ZERPLY CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THIS ONLINE WEBSITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

2.2 Disclaimer of Third Party Information. Statements made in websites, newsgroups, message boards, email, forums, conferences and chats reflect only the views of their authors. Forum managers, forum hosts, content providers, or merchants appearing on the Website are not authorized Zerply spokespersons, and their views do not necessarily reflect those of Zerply.

3. ON-LINE COMMUNICATIONS

3.1 Content License.

3.1.1 User License. You may post and submit ideas, information, statements, and/or upload files, photos, images, or links (collectively, the “User Submission”) on the Website through your Zerply Account. Zerply does not claim ownership of any of your User Submissions. Instead, for User Submissions covered by intellectual property rights, you automatically grant (or warrant that the owner of such content has expressly granted) to Zerply a perpetual, royalty-free, non-exclusive, irrevocable, worldwide, sublicensable, license to use your User Submissions, subject to the terms of Zerply’s Privacy Policy, which is located at zerply.com/about/privacy.

Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by Zerply. Zerply cannot and does not screen content provided by you to the Website or through the Service. Notwithstanding the foregoing, Zerply reserves the right to monitor content on the Website and to remove content, which Zerply, in its sole discretion, determines to be (a) abusive, libelous, defamatory or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright or trademark, other intellectual property right of another or (d) offensive or otherwise unacceptable to Zerply.

Except as described herein, any communication or User Submissions which you post on any public area of the Website (e.g., comments, forums, etc.) is considered to be non-confidential and will be accessible and subject to use by the general public.

3.1.2 User Submission. By posting User Submissions on the Website, you acknowledge and agree that: (a) you hereby warrant that any such User Submissions are original with you, or that you have the right to submit such User Submissions and information; (b) your User Submissions do not contain confidential information; (c) Zerply is not under any obligation of confidentiality, express or implied, with respect to the User Submissions; (d) Zerply shall be entitled to use or disclose (or choose not to use or disclose) such User Submissions for any purpose, in any way, in any media worldwide, except that Zerply shall disclose such User Submissions only in accordance with your privacy settings and in accordance with the terms of Zerply’s Privacy Policy, which is located at zerply.com/about/privacy; (e) Zerply may have something similar to the User Submissions already under consideration or in development; (f) you are not entitled to any compensation or reimbursement of any kind from Zerply under any circumstances.

3.2 User Restrictions. You are responsible for your communications, User Submissions, and your use of the Website. You may not, under any circumstances, do any of the following: (a) use simultaneous, unattended or continuous connections to the Website with one account; (b) post or transmit any message which is libelous or defamatory; (c) post or transmit any message, data, image or program which is indecent, obscene or pornographic; (d) post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion; (e) use the Website to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (f) intercept or attempt to intercept email or other private communications not intended for you; (g) send email to Users or other Internet Users for any purpose other than personal communication, including to advertise or offer to unsolicited sell goods or services to other Users, use as a mass unsolicited distribution medium to communicate a generally unsolicited message, or use your email account as an address to which Users or other Internet Users need to respond (except as otherwise expressly permitted by Zerply); (h) send unsolicited email messages through third-party mail servers in order to relay your email or hide the origination of your email to others; (i) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; (j) upload files that contain a virus or corrupted data; (k) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload to the Website; (l) falsify the source or origin of software or other material contained in a file that you upload to the Website; (m) use the Website in a manner that adversely affects the availability of its resources to other Users; (n) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a subscriber to the Website the User directory or any portion thereof other than for personal, noncommercial purposes (except as otherwise expressly permitted by Zerply; (o) falsely purport to be an employee or agent of the Website; (p) cause repeated disruptive incidents; (q) act, or fail to act, in your use of the Website, in a manner that is contrary to applicable law or regulation; or (r) engage in any other activity deemed by Zerply to be in conflict with the spirit or intent of this Agreement. In addition, you may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not the intent of Zerply to discourage Users from taking controversial positions or expressing vigorously what may be unpopular views in the Website, nonetheless, Zerply reserves the right to take such action as it deems appropriate in cases where the Website is used to disseminate statements which are deeply and widely offensive and/or harmful. Your failure to observe any of the foregoing limitations or obligations may result in civil or criminal liability.

4. OPERATION

Zerply reserves complete and sole discretion with respect to the operation of the Website. Zerply may, among other things: (a) delete email or private messages if it has not been accessed by a User within the time established by Zerply policies; (b) subject to Section 3 and the terms of Zerply’s Privacy Policy, which is located at zerply.com/about/privacy, make available to third parties information relating to the Website and/or Users; and (c) withdraw, suspend or discontinue any functionality or feature of the Website. Zerply may, in its complete and sole discretion, review uploaded files, conferences, BBSs, forums, and chats and authorize restrictions on access thereto. Zerply will not review the contents of email or private messages except as required or allowed by applicable law or legal process.

5. OTHER WEBSITES

You are encouraged to use discretion while browsing the Internet using links initiated at the Website. The Website links may lead unintentionally to sites containing information that some people may find inappropriate or offensive. It may also lead to sites which contain inaccurate information, false or misleading advertising, or information which violates copyright, libel or defamation laws. Zerply make no representations concerning any effort to review all of the content of sites listed in its Website.

6. PRIVACY POLICY

Zerply considers its Users' privacy to be of the utmost importance. By registering for a Zerply Account and agreeing to the terms and conditions of this Agreement, you also are agreeing to the terms of Zerply’s Privacy Policy, which is located at zerply.com/about/privacy and which is incorporated into this Agreement.

7. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ZERPLY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS (COLLECTIVELY, THE “ZERPLY PARTIES”) FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR ACCOUNT (INCLUDING INFRINGEMENT OF THIRD PARTIES' WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE WEBSITE USING YOUR ZERPLY ACCOUNT.

8. WAIVER, RELEASE AND LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT ZERPLY DOES NOT SUPERVISE, MONITOR OR CONTROL INTERACTIONS BETWEEN USERS. ACCORDINGLY, YOU HEREBY AGREE (A) THAT NO ZERPLY PARTIES HAS ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE WEBSITE, THE SERVICE, OR THE CONTENT; (B) TO RELEASE ZERPLY PARTIES AND THEIR DESIGNEES FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE, THE WEBSITE, OR ANY INFORMATION PROVIDED THROUGH THE SERVICE OR THE WEBSITE; (C) TO WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY LAW (WHETHER STATUTORY OR NON-STATUTORY) OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER; AND (D) TO WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR PROVISION OF ANY LAW, RULES OR REGULATION OF ANY OTHER JURISDICTION TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.

NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF ZERPLY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY THE USER FOR THE PARTICULAR INFORMATION OR SERVICE PROVIDED. IN NO EVENT SHALL ZERPLY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THA THE AMOUNT REFERRED TO ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE ARISING FROM ANY USE OF THE INFORMATION OR OTHER PARTS OF THE WEBSITE ARE HEREBY EXCLUDED EVEN IF ZERPLY ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. THIRD PARTY RIGHTS

The provisions of Sections 7 (Indemnification) and 8 (Waiver, Release and Limitation of Liability) are for the benefit of Zerply and its officers, directors, employees, agents, licensors, suppliers, and information providers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

10. TERM; TERMINATION

Either you or Zerply may terminate your right to use the Website at any time, with or without cause. Zerply also reserves the right to terminate or suspend your Website membership without prior notice. The provisions of paragraphs 1.2.2 (User’s Representations), 1.3.2 (Cancellation), 1.4 (User's Agreement; Restrictions), 3.1 (License), 3.2 (User Restrictions), 7 (Indemnification), 8 (Waiver, Release and Limitation of Liability), 9 (Third Party Rights), 13 (Miscellaneous), and 14 (Notice) shall survive any termination of this Agreement.

11. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT NOTIFICATION

Zerply respects the intellectual property rights of others. You can notify Zerply of possible copyright infringement, and Zerply will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide the following:

(i) A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;

(ii) A description of the copyrighted work or other intellectual property that you claim has been infringed;

(iii) A description of where the material that you claim is infringing is located on the Website reasonably sufficient to permit Zerply to locate the material;

(iv) Your contact information, including your address, telephone number, and email;

(v) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act (“DMCA”). Claims can be sent to c@zerply.com.

13. MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with the laws of the State of California. You agree that any legal action or proceeding between Zerply and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Santa Clara County, California, United States. Any cause of action or claim you may have with respect to Zerply must be commenced within one (1) year after the claim or cause of action arises. Zerply failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any user, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to this Agreement; except that Sections 7, 8, and 9. Zerply may assign its rights and duties under this Agreement to any party at any time without notice to you.

14. NOTICE

Zerply may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Website, or by written communication delivered by first class U.S. mail to your address on record in Zerply account information. You may give notice to Zerply at any time via electronic mail to the Website to the following address: hi@zerply.com.